Revenue up 10% year-over-year

GAAP Operating Margin of 9% and Non-GAAP Operating Margin of 21%

Operating Cash Flow Fiscal YTD of $78 million versus $4 million a year-ago

Closed Habu Acquisition on January 31 to Accelerate the Company's Data Collaboration Strategy

LiveRamp^® (NYSE:RAMP), the leading data collaboration platform, today announced its financial results for the fiscal 2024 third quarter ended December 31, 2023.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20240208650365/en/

Q3 Financial Highlights¹

Total revenue was $174 million, up 10%.
Subscription revenue was $132 million, up 5%.
Marketplace & Other revenue was $42 million, up 29%.
GAAP gross profit was $129 million, up 12%. GAAP gross margin of 74% expanded by 1 percentage point. Non-GAAP gross profit was $131 million, up 8%. Non-GAAP gross margin of 75% contracted by 1 percentage point.
GAAP operating income was $15 million compared to a loss of $24 million. GAAP operating margin was 9% compared to negative 15%. Non-GAAP operating income was $36 million compared to $26 million. Non-GAAP operating margin of 21% expanded by 5 percentage points.
GAAP diluted earnings per share was $0.21 and non-GAAP diluted earnings per share was $0.47.
Net cash provided by operating activities was $17 million compared to $16 million.
Share repurchases in the third quarter totaled approximately 347,000 shares for $10 million, bringing the fiscal year-to-date total to 1.7 million shares for $45 million.

A reconciliation between GAAP and non-GAAP results is provided in the schedules to this press release.

"We outperformed again this quarter, with revenue and operating income ahead of our expectations," said LiveRamp CEO Scott Howe. "Our forward sales momentum also continued in the quarter, including another strong new logo quarter, demonstrating healthy customer demand and good sales execution. We are moving quickly to integrate the recently closed Habu acquisition, and the initial customer response reinforces our confidence in the power of this combination."

	__________________________
	¹Unless otherwise indicated, all comparisons are to the prior year period.

GAAP and Non-GAAP Results

The following table summarizes the Company's financial results for the fiscal 2024 third quarter ended December 31, 2023 ($ in millions, except per share amounts):


	GAAP		Non-GAAP
	Q3 FY24	Q3 FY23	Q3 FY24	Q3 FY23
Subscription revenue	$132	$126	—	—
YoY change %	5%	14%	—	—
Marketplace & Other revenue	$42	$32	—	—
YoY change %	29%	9%	—	—
Total revenue	$174	$159	—	—
YoY change %	10%	13%	—	—

Gross profit	$129	$115	$131	$121
% Gross margin	74%	73%	75%	76%
YoY change, pts	1 pt	0 pts	(1 pt)	(1 pt)

Operating income (loss)	$15	($24)	$36	$26
% Operating margin	9%	(15%)	21%	16%
YoY change, pts	24 pts	(5 pts)	5 pts	6 pts

Net earnings (loss)	$14	($30)	$32	$19
Diluted earnings (loss) per share	$0.21	($0.46)	$0.47	$0.28

Shares to calculate diluted EPS	67.9	64.8	67.9	65.4
YoY change %	5%	(5%)	4%	(7%)

Net operating cash flow	$17	$16	—	—
Free cash flow to equity	—	—	$14	$16

Totals may not sum due to rounding.

A detailed discussion of our non-GAAP financial measures and a reconciliation between GAAP and non-GAAP results is provided in the schedules attached to this press release.

Additional Business Highlights & Metrics

On January 31, 2024, we closed the acquisition of Habu, a leading data clean room software provider. The acquisition will further accelerate LiveRamp's ability to offer global data collaboration at scale, across all clouds and walled gardens, unlocking powerful measurement and analytics use cases that will bolster our growth and create value for shareholders (additional information).
During the quarter we announced the promotion of four senior leaders to accelerate our recent momentum: Lauren Dillard to Chief Financial Officer, Vihan Sharma to Chief Revenue Officer, Kimberly Bloomston to Chief Product Officer, and Travis Clinger to Chief Connectivity & Ecosystem Officer (additional information here and here).
In November 2023 we were selected as a 2023 Amazon Web Services (AWS) Global Industry Partner of the Year for playing a key role helping customers drive innovation and build solutions on AWS (additional information). Similarly, in August 2023 we were selected as a 2023 Google Cloud Platform (GCP) Partner of the Year.
In January 2024 Google deprecated third-party cookies for 1% of Chrome users globally – the next milestone in Google's previously announced plan to phase out third-party cookies for all Chrome users globally in the second half of 2024. LiveRamp's Authenticated Traffic Solution (ATS) for global addressability is a fully scaled solution to help marketers deal with third-party cookie deprecation by connecting publisher and marketer data to better personalize and measure advertising on authenticated inventory.
ATS has more than 165 supply-side platforms (SSPs) and demand-side platforms (DSPs) live or committed to bid on RampID™ and ATS, including The Trade Desk, Xandr, Yahoo, Amobee, Criteo, Adobe Ad Cloud, and Roku Oneview.
To date, over 18,000 publisher domains and 70% of the comScore 100 publishers, have adopted ATS, including Amazon Publisher Services, Microsoft, Hearst, CafeMedia, Leaf Group, Prisma Media and Burda. Through these integrations, LiveRamp is now connected to over 92% of consumer time spent online in the US.
LiveRamp ended the quarter with 105 customers whose subscription contracts exceed $1 million in annual revenue, compared to 94 in the prior year period.
LiveRamp ended the quarter with 895 direct subscription customers, compared to 910 in the prior year period.
Third quarter subscription net retention was 101% and platform net retention was 105%.
Current remaining performance obligations (CRPO), which is contracted and committed revenue expected to be recognized over the next 12 months, was $382 million, up 18% compared to the prior year period.

Financial Outlook

LiveRamp's non-GAAP operating income guidance excludes the impact of non-cash stock compensation, purchased intangible asset amortization, and restructuring and related charges.

For the fourth quarter of fiscal 2024, LiveRamp expects to report:

Revenue of between $158 million and $162 million, an increase of between 6% and 9%
GAAP operating loss of between $18 million and $17 million
Non-GAAP operating income of between $13 million and $14 million

For fiscal 2024, LiveRamp updates its guidance and expects to report:

Revenue of between $646 million and $650 million, an increase of between 8% and 9%
GAAP operating income of between $8 million and $9 million
Non-GAAP operating income of between $102 million and $103 million

Conference Call

LiveRamp will hold a conference call today at 1:30 p.m. PT (4:30 p.m. ET) to further discuss this information. Interested parties are invited to listen to a webcast of the conference, which can be accessed on LiveRamp's investor site. A slide presentation will be referenced during the call and is available here.

RampUp 2024 Conference

RampUp is the Company's annual customer and partner conference that brings together leaders across marketing, media, technology and more to discuss data collaboration. This year's conference is being held on February 27-29 in San Francisco. For additional information please visit the RampUp 2024 website. Members of the financial community who are interested in attending, please contact investor relations.

About LiveRamp

LiveRamp is the data collaboration platform of choice for the world's most innovative companies. A groundbreaking leader in consumer privacy, data ethics, and foundational identity, LiveRamp is setting the new standard for building a connected customer view with unmatched clarity and context while protecting precious brand and consumer trust. LiveRamp offers complete flexibility to collaborate wherever data lives to support the widest range of data collaboration use cases—within organizations, between brands, and across its premier global network of top-quality partners. Hundreds of global innovators, from iconic consumer brands and tech giants to banks, retailers, and healthcare leaders, turn to LiveRamp to build enduring brand and business value by deepening customer engagement and loyalty, activating new partnerships, and maximizing the value of their first-party data while staying on the forefront of rapidly evolving compliance and privacy requirements. LiveRamp is based in San Francisco, California with offices worldwide. Learn more at LiveRamp.com.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended (the "PSLRA"). These statements, which are not statements of historical fact, may contain estimates, assumptions, projections and/or expectations regarding the Company's financial position, results of operations for fiscal 2024 and beyond, the integration and expected benefits from the acquisition of Habu, market position, product development, growth opportunities, economic conditions, and other similar forecasts and statements of expectation. Forward-looking statements are often identified by words or phrases such as "anticipate," "estimate," "plan," "expect," "believe," "intend," "foresee," or the negative of these terms or other similar variations thereof.

These forward-looking statements are not guarantees of future performance and are subject to a number of factors and uncertainties that could cause the Company's actual results and experiences to differ materially from the anticipated results and expectations expressed in the forward-looking statements.

Among the factors that may cause actual results and expectations to differ from anticipated results and expectations expressed in forward-looking statements are uncertainties related to rising interest rates, cost increases, the possibility of a recession, general inflationary pressure, geo-political circumstances that could result in increased economic uncertainties and the associated impacts of these potential events on our suppliers, customers and partners; the Company's dependence upon customer renewals; new customer additions and upsell within our subscription business; our reliance upon partners, including data suppliers; competition; rapidly changing technology's impact on our products and services; the risk that we fail to realize the potential benefits of or have difficulty integrating Habu; and attracting, motivating and retaining talent. Additional risks include maintaining our culture and our ability to innovate and evolve while operating in a hybrid work environment, with some employees working remotely at least some of the time within a rapidly changing industry, while also avoiding disruption from reductions in our current workforce as well as disruptions resulting from acquisition, divestiture and other activities affecting our workforce. Our global workforce strategy could possibly encounter difficulty and not be as beneficial as planned. Our international operations are also subject to risks, including the performance of third parties as well as impacts from war and civil unrest, that may harm the Company's business. The risk of a significant breach of the confidentiality of the information or the security of our or our customers', suppliers', or other partners' data and/or computer systems, or the risk that our current insurance coverage may not be adequate for such a breach, that an insurer might deny coverage for a claim or that such insurance will continue to be available to us on commercially reasonable terms, or at all, could be detrimental to our business, reputation and results of operations. Other business risks include unfavorable publicity and negative public perception about our industry; interruptions or delays in service from data center or cloud hosting vendors we rely upon; and our dependence on the continued availability of third-party data hosting and transmission services. Our clients' ability to use data on our platform could be restricted if the industry's use of third-party cookies and tracking technology declines due to technology platform changes, regulation or increased user controls. Changes in regulations relating to information collection and use represents a risk, as well as changes in tax laws and regulations that are applied to our customers which could cause enterprise software budget tightening. In addition, third parties may claim that we are infringing their intellectual property or may infringe our intellectual property which could result in competitive injury and / or the incurrence of significant costs and draining of our resources.

For a discussion of these and other risks and uncertainties, please refer to LiveRamp's Annual Report on Form 10-K for our fiscal year 2023 ended March 31, 2023, and LiveRamp's Quarterly Reports on Form 10-Q issued in fiscal year 2024.

The financial information set forth in this press release reflects estimates based on information available at this time.

LiveRamp assumes no obligation and does not currently intend to update these forward-looking statements.

To automatically receive LiveRamp financial news by email, please visit www.LiveRamp.com and subscribe to email alerts.

LiveRamp^Ⓡand RampID^TM and all other LiveRamp marks contained herein are trademarks or service marks of LiveRamp, Inc. All other marks are the property of their respective owners.


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)

	For the Three Months Ended
	December 31,
					$		%
	2023		2022		Variance		Variance

Revenues	173,869		158,615		15,254		9.6	%

Cost of revenue	44,934		43,287		1,647		3.8	%
Gross profit	128,935		115,328		13,607		11.8	%
% Gross margin	74.2	%	72.7	%

Operating expenses:
Research and development	37,788		43,175		(5,387	)	(12.5	%)
Sales and marketing	46,203		47,702		(1,499	)	(3.1	%)
General and administrative	27,241		36,657		(9,416	)	(25.7	%)
Gains, losses and other items, net	2,502		11,743		(9,241	)	(78.7	%)
Total operating expenses	113,734		139,277		(25,543	)	(18.3	%)

Income (loss) from operations	15,201		(23,949	)	39,150		163.5	%
% Margin	8.7	%	-15.1	%

Total other income (expense), net	6,607		(736	)	7,343		997.7	%

Income (loss) from continuing operations before income taxes	21,808		(24,685	)	46,493		188.3	%

Income tax expense	8,429		5,835		2,594		44.5	%

Net earnings (loss) from continuing operations	13,379		(30,520	)	43,899		143.8	%

Earnings from discontinued operations, net of tax	598		836		(238	)	(28.5	%)

Net earnings (loss)	13,977		(29,684	)	43,661		147.1	%

Basic earnings (loss) per share:
Continuing operations	0.20		(0.47	)	0.67		143.1	%
Discontinued operations	0.01		0.01		(0.00	)	n/a
Basic earnings (loss) per share	0.21		(0.46	)	0.67		146.2	%

Diluted earnings (loss) per share:
Continuing operations	0.20		(0.47	)	0.67		141.8	%
Discontinued operations	0.01		0.01		(0.00	)	n/a
Diluted earnings (loss) per share:	0.21		(0.46	)	0.66		144.9	%

Basic weighted average shares	65,961		64,784
Diluted weighted average shares	67,943		64,784

Some totals may not sum due to rounding.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)

	For the Nine Months Ended
	December 31,
					$		%
	2023		2022		Variance		Variance

Revenues	487,809		447,957		39,852		8.9	%

Cost of revenue	131,767		126,612		5,155		4.1	%
Gross profit	356,042		321,345		34,697		10.8	%
% Gross margin	73.0	%	71.7	%

Operating expenses:
Research and development	106,040		136,975		(30,935	)	(22.6	%)
Sales and marketing	135,217		144,931		(9,714	)	(6.7	%)
General and administrative	79,914		92,519		(12,605	)	(13.6	%)
Gains, losses and other items, net	9,192		25,593		(16,401	)	(64.1	%)
Total operating expenses	330,363		400,018		(69,655	)	(17.4	%)

Income (loss) from operations	25,679		(78,673	)	104,352		132.6	%
% Margin	5.3	%	-17.6	%

Total other income, net	17,887		2,211		15,676		709.0	%

Income (loss) from continuing operations before income taxes	43,566		(76,462	)	120,028		157.0	%

Income tax expense	27,297		11,712		15,585		133.1	%

Net earnings (loss) from continuing operations	16,269		(88,174	)	104,443		118.5	%

Earnings from discontinued operations, net of tax	985		836		149		17.8	%

Net earnings (loss)	17,254		(87,338	)	104,592		119.8	%

Basic earnings (loss) per share:
Continuing operations	0.25		(1.32	)	1.57		118.6	%
Discontinued operations	0.01		0.01		0.00		18.7	%
Basic earnings (loss) per share	0.26		(1.31	)	1.57		119.9	%

Diluted earnings (loss) per share:
Continuing operations	0.24		(1.32	)	1.56		118.2	%
Discontinued operations	0.01		0.01		0.00		16.1	%
Diluted earnings (loss) per share:	0.25		(1.31	)	1.56		119.5	%

Basic weighted average shares	66,247		66,761
Diluted weighted average shares	67,733		66,761

Some totals may not sum due to rounding.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)

	For the Three Months Ended			For the Nine Months Ended
	December 31,			December 31,
	2023	2022		2023	2022

Income (loss) from continuing operations before income taxes	21,808	(24,685	)	43,566	(76,462	)

Income tax expense	8,429	5,835		27,297	11,712

Net earnings (loss) from continuing operations	13,379	(30,520	)	16,269	(88,174	)

Earnings from discontinued operations, net of tax	598	836		985	836

Net earnings (loss)	13,977	(29,684	)	17,254	(87,338	)

Earnings (loss) per share:
Basic	0.21	(0.46	)	0.26	(1.31	)
Diluted	0.21	(0.46	)	0.25	(1.31	)

Excluded items:
Purchased intangible asset amortization (cost of revenue)	1,181	4,209		5,688	13,489
Non-cash stock compensation (cost of revenue and operating expenses)	17,497	29,624		46,524	81,142
Transformation costs (general and administrative)	-	4,112		1,875	5,362
Restructuring charges (gains, losses, and other)	2,502	11,743		9,192	25,593

Total excluded items, continuing operations	21,180	49,688		63,279	125,586

Income from continuing operations before income taxes and excluding items	42,988	25,003		106,845	49,124

Income tax expense (2)	10,732	6,468		25,935	12,262

Non-GAAP net earnings from continuing operations	32,256	18,535		80,910	36,862

Non-GAAP earnings per share from continuing operations:
Basic	0.49	0.29		1.22	0.55
Diluted	0.47	0.28		1.19	0.55

Basic weighted average shares	65,961	64,784		66,247	66,761
Diluted weighted average shares	67,943	65,356		67,733	67,373

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.


(2) Income taxes were calculated by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusting for discrete tax items in the period. The differences between our GAAP and non-GAAP effective tax rates were primarily due to the net tax effects of the excluded items, coupled with larger pre-tax losses for GAAP purposes versus smaller pre-tax losses or income for non-GAAP purposes.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INCOME (LOSS) FROM OPERATIONS (1)
(Unaudited)
(Dollars in thousands)

	For the Three Months Ended			For the Nine Months Ended
	December 31,			December 31,
	2023	2022		2023	2022

Income (loss) from continuing operations	15,201	(23,949	)	25,679	(78,673	)

Excluded items:
Purchased intangible asset amortization (cost of revenue)	1,181	4,209		5,688	13,489
Non-cash stock compensation (cost of revenue and operating expenses)	17,497	29,624		46,524	81,142
Transformation costs (general and administrative)	-	4,112		1,875	5,362
Restructuring charges (gains, losses, and other)	2,502	11,743		9,192	25,593

Total excluded items	21,180	49,688		63,279	125,586

Income from continuing operations before excluded items	36,381	25,739		88,958	46,913

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA (1)
(Unaudited)
(Dollars in thousands)

	For the Three Months Ended				For the Nine Months Ended
	December 31,				December 31,
	2023		2022		2023		2022

Net earnings (loss) from continuing operations	13,379		(30,520	)	16,269		(88,174	)

Income tax expense	8,429		5,835		27,297		11,712

Other income	(6,607	)	736		(17,887	)	(2,211	)

Income (loss) from operations	15,201		(23,949	)	25,679		(78,673	)

Depreciation and amortization	1,782		5,131		7,685		16,561

EBITDA	16,983		(18,818	)	33,364		(62,112	)

Other adjustments:
Non-cash stock compensation (cost of revenue and operating expenses)	17,497		29,624		46,524		81,142
Transformation costs (general and administrative)	-		4,112		1,875		5,362
Restructuring charges (gains, losses, and other)	2,502		11,743		9,192		25,593

Other adjustments	19,999		45,479		57,591		112,097

Adjusted EBITDA	36,982		26,661		90,955		49,985

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

	December 31,		March 31,		$		%
	2023		2023		Variance		Variance

Assets
Current assets:
Cash and cash equivalents	498,946		464,448		34,498		7.4	%
Short-term investments	32,264		32,807		(543	)	(1.7	%)
Trade accounts receivable, net	199,383		157,379		42,004		26.7	%
Refundable income taxes, net	1,143		28,897		(27,754	)	(96.0	%)
Other current assets	37,926		31,028		6,898		22.2	%

Total current assets	769,662		714,559		55,103		7.7	%

Property and equipment	35,125		39,393		(4,268	)	(10.8	%)
Less - accumulated depreciation and amortization	26,923		32,308		(5,385	)	(16.7	%)

Property and equipment, net	8,202		7,085		1,117		15.8	%

Intangible assets, net	4,180		9,868		(5,688	)	(57.6	%)
Goodwill	360,227		363,116		(2,889	)	(0.8	%)
Deferred commissions, net	44,172		37,030		7,142		19.3	%
Other assets, net	38,298		41,045		(2,747	)	(6.7	%)

	1,224,741		1,172,703		52,038		4.4	%

Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable	88,797		86,568		2,229		2.6	%
Accrued payroll and related expenses	47,398		33,434		13,964		41.8	%
Other accrued expenses	42,600		35,736		6,864		19.2	%
Deferred revenue	29,957		19,091		10,866		56.9	%

Total current liabilities	208,752		174,829		33,923		19.4	%

Other liabilities	69,499		71,798		(2,299	)	(3.2	%)

Stockholders' equity:
Preferred stock	-		-		-		n/a
Common stock	15,542		15,399		143		0.9	%
Additional paid-in capital	1,909,370		1,855,916		53,454		2.9	%
Retained earnings	1,319,545		1,302,291		17,254		1.3	%
Accumulated other comprehensive income	4,508		4,504		4		0.1	%
Treasury stock, at cost	(2,302,475	)	(2,252,034	)	(50,441	)	2.2	%
Total stockholders' equity	946,490		926,076		20,414		2.2	%

	1,224,741		1,172,703		52,038		4.4	%

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)

	For the Three Months Ended
	December 31,
	2023		2022

Cash flows from operating activities:
Net earnings (loss)	13,977		(29,684	)
Earnings from discontinued operations, net of tax	(598	)	(836	)
Non-cash operating activities:
Depreciation and amortization	1,782		5,131
Loss on disposal or impairment of assets	911		4,124
Lease impairments	-		5,940
Provision for doubtful accounts	544		613
Deferred income taxes	(47	)	(14	)
Non-cash stock compensation expense	17,497		29,624
Changes in operating assets and liabilities:
Accounts receivable	(24,778	)	(15,722	)
Deferred commissions	(4,235	)	(1,203	)
Other assets	(4,831	)	(7,372	)
Accounts payable and other liabilities	21,639		20,168
Income taxes	(14,139	)	5,454
Deferred revenue	8,834		(453	)
Net cash provided by operating activities	16,556		15,770
Cash flows from investing activities:
Capital expenditures	(2,211	)	(179	)
Purchases of investments	-		(3,000	)
Proceeds from sale of investments	-		3,000
Purchases of strategic investments	-		(500	)
Net cash used in investing activities	(2,211	)	(679	)
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans	1,646		1,664
Shares repurchased for tax withholdings upon vesting of stock-based awards	(547	)	(764	)
Acquisition of treasury stock	(10,000	)	(49,906	)
Net cash used in financing activities	(8,901	)	(49,006	)
Cash flows from discontinued operations:
From operating activities	598		836
Net cash provided by discontinued operations	598		836
Effect of exchange rate changes on cash	735		993

Net change in cash and cash equivalents	6,777		(32,086	)
Cash and cash equivalents at beginning of period	492,169		485,602
Cash and cash equivalents at end of period	498,946		453,516

Supplemental cash flow information:
Cash paid for income taxes, net - continuing operations	22,699		556
Cash (received) for income taxes, net - discontinued operations	(912	)	(1,307	)
Cash paid for operating lease liabilities	2,551		2,472
Operating lease assets obtained in exchange for operating lease liabilities	-		69
Purchases of property, plant, & equipment, net remaining unpaid at end of period	1,218		77

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)

	For the Nine Months Ended
	December 31,
	2023		2022

Cash flows from operating activities:
Net earnings (loss)	17,254		(87,338	)
Earnings from discontinued operations, net of tax	(985	)	(836	)
Non-cash operating activities:
Depreciation and amortization	7,685		16,561
Loss on disposal or impairment of assets	3,528		4,121
Gain on sale of strategic investment	-		(194	)
Lease impairments	-		18,165
Provision for doubtful accounts	307		1,728
Impairment of goodwill	2,875		-
Deferred income taxes	40		204
Non-cash stock compensation expense	46,524		81,142
Changes in operating assets and liabilities:
Accounts receivable	(41,036	)	(27,171	)
Deferred commissions	(7,142	)	(2,123	)
Other assets	912		1,588
Accounts payable and other liabilities	8,754		(9,309	)
Income taxes	29,560		6,967
Deferred revenue	9,737		271
Net cash provided by operating activities	78,013		3,776
Cash flows from investing activities:
Capital expenditures	(2,464	)	(4,593	)
Purchases of investments	(24,385	)	(3,000	)
Proceeds from sales of investments	25,750		3,000
Purchases of strategic investments	(1,000	)	(500	)
Proceeds from sales of strategic investments	-		400
Net cash used in investing activities	(2,099	)	(4,693	)
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans	7,221		6,255
Shares repurchased for tax withholdings upon vesting of stock-based awards	(5,116	)	(2,054	)
Acquisition of treasury stock	(45,325	)	(149,997	)
Net cash used in financing activities	(43,220	)	(145,796	)
Cash flows from discontinued operations:
From operating activities	985		836
Net cash provided by discontinued operations	985		836
Effect of exchange rate changes on cash	819		(769	)

Net change in cash and cash equivalents	34,498		(146,646	)
Cash and cash equivalents at beginning of period	464,448		600,162
Cash and cash equivalents at end of period	498,946		453,516

Supplemental cash flow information:
Cash (received) paid for income taxes, net - continuing operations	(2,440	)	4,725
Cash (received) for income taxes, net - discontinued operations	(1,507	)	(1,307	)
Cash paid for operating lease liabilities	7,699		5,733
Operating lease assets obtained in exchange for operating lease liabilities	11,677		69
Operating lease assets relinquished in exchange for operating lease liabilities	(4,486	)	(6,781	)
Purchases of property, plant, & equipment, net remaining unpaid at end of period	1,218		77

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CALCULATION OF FREE CASH FLOW TO EQUITY (1)
(Unaudited)
(Dollars in thousands)

	06/30/22		09/30/22		12/31/22		03/31/23		FY2023		06/30/23		09/30/23		12/31/23

Net Cash Provided by (Used in) Operating Activities-Continuing Operations	(33,369	)	21,375		15,770		30,665		34,441		25,693		35,764		16,556

Less:
Capital expenditures	(1,741	)	(2,673	)	(179	)	(103	)	(4,696	)	(53	)	(200	)	(2,211	)

Free Cash Flow to Equity	(35,110	)	18,702		15,591		30,562		29,745		25,640		35,564		14,345

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)

																			FY24 to FY23
	06/30/22		09/30/22		12/31/22		03/31/23		FY2023		06/30/23		09/30/23		12/31/23		FY2024		%		$
Revenues	142,243		147,099		158,615		148,626		596,583		154,069		159,871		173,869		487,809		9.6	%	15,254

Cost of revenue	41,021		42,304		43,287		43,472		170,084		45,621		41,212		44,934		131,767		3.8	%	1,647
Gross profit	101,222		104,795		115,328		105,154		426,499		108,448		118,659		128,935		356,042		11.8	%	13,607
% Gross margin	71.2	%	71.2	%	72.7	%	70.8	%	71.5	%	70.4	%	74.2	%	74.2	%	73.0	%

Operating expenses
Research and development	47,661		46,139		43,175		52,220		189,195		34,519		33,733		37,788		106,040		(12.5	%)	(5,387	)
Sales and marketing	51,280		45,949		47,702		57,506		202,437		44,879		44,135		46,203		135,217		(3.1	%)	(1,499	)
General and administrative	27,144		28,718		36,657		32,832		125,351		26,664		26,009		27,241		79,914		(25.7	%)	(9,416	)
Gains, losses and other items, net	739		13,111		11,743		9,723		35,316		116		6,574		2,502		9,192		(78.7	%)	(9,241	)
Total operating expenses	126,824		133,917		139,277		152,281		552,299		106,178		110,451		113,734		330,363		(18.3	%)	(25,543	)

Income (loss) from operations	(25,602	)	(29,122	)	(23,949	)	(47,127	)	(125,800	)	2,270		8,208		15,201		25,679		163.5	%	39,150
% Margin	-18.0	%	-19.8	%	-15.1	%	-31.7	%	-21.1	%	1.5	%	5.1	%	8.7	%	5.3	%

Total other income (expense), net	699		2,248		(736	)	4,735		6,946		4,849		6,431		6,607		17,887		997.7	%	7,343

Income (loss) from continuing operations before income taxes	(24,903	)	(26,874	)	(24,685	)	(42,392	)	(118,854	)	7,119		14,639		21,808		43,566		188.3	%	46,493

Income taxes expense (benefit)	2,315		3,562		5,835		(6,460	)	5,252		8,705		10,163		8,429		27,297		44.5	%	2,594

Net loss from continuing operations	(27,218	)	(30,436	)	(30,520	)	(35,932	)	(124,106	)	(1,586	)	4,476		13,379		16,269		143.8	%	43,899

Earnings from discontinued operations, net of tax	-		-		836		4,568		5,404		-		387		598		985		(28.5	%)	(238	)

Net earnings (loss)	(27,218	)	(30,436	)	(29,684	)	(31,364	)	(118,702	)	(1,586	)	4,863		13,977		17,254		147.1	%	43,661

Diluted earnings (loss) per share	(0.40	)	(0.45	)	(0.46	)	(0.48	)	(1.79	)	(0.02	)	0.07		0.21		0.25		n/a		0.66

Some earnings (loss) per share amounts may not add due to rounding.

Basic shares	68,403		67,096		64,784		65,126		66,352		66,497		66,284		65,961		66,247
Diluted shares	69,195		67,568		65,356		66,268		67,097		67,388		67,868		67,943		67,733

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1)
(Unaudited)
(Dollars in thousands)

	06/30/22		09/30/22		12/31/22		03/31/23		FY2023		06/30/23		09/30/23		12/31/23		FY2024

Expenses, continuing operations:
Cost of revenue	41,021		42,304		43,287		43,472		170,084		45,621		41,212		44,934		131,767
Research and development	47,661		46,139		43,175		52,220		189,195		34,519		33,733		37,788		106,040
Sales and marketing	51,280		45,949		47,702		57,506		202,437		44,879		44,135		46,203		135,217
General and administrative	27,144		28,718		36,657		32,832		125,351		26,664		26,009		27,241		79,914
Gains, losses and other items, net	739		13,111		11,743.00		9,723		35,316		116		6,574		2,502		9,192

Gross profit, continuing operations:	101,222		104,795		115,328		105,154		426,499		108,448		118,659		128,935		356,042
% Gross margin	71.2	%	71.2	%	72.7	%	70.8	%	71.5	%	70.4	%	74.2	%	74.2	%	73.0	%

Excluded items:
Purchased intangible asset amortization (cost of revenue)	4,643		4,637		4,209		3,336		16,825		3,290		1,217		1,181		5,688
Non-cash stock compensation (cost of revenue)	1,163		1,293		1,208		2,653		6,317		629		629		817		2,075
Non-cash stock compensation (research and development)	11,656		12,360		10,654		20,737		55,407		5,077		5,293		6,960		17,330
Non-cash stock compensation (sales and marketing)	5,884		6,116		5,871		11,558		29,429		3,736		4,786		4,089		12,611
Non-cash stock compensation (general and administrative)	5,522		7,524		11,891		9,710		34,647		3,850		5,027		5,631		14,508
Restructuring charges (gains, losses, and other)	739		13,111		11,743		9,723		35,316		116		6,574		2,502		9,192
Transformation costs (general and administrative)	-		1,250		4,112		3,663		9,025		1,875		-		-		1,875
Total excluded items	29,607		46,291		49,688		61,380		186,966		18,573		23,526		21,180		63,279

Expenses, continuing operations excluding items:
Cost of revenue	35,215		36,374		37,870		37,483		146,942		41,702		39,366		42,936		124,004
Research and development	36,005		33,779		32,521		31,483		133,788		29,442		28,440		30,828		88,710
Sales and marketing	45,396		39,833		41,831		45,948		173,008		41,143		39,349		42,114		122,606
General and administrative	21,622		19,944		20,654		19,459		81,679		20,939		20,982		21,610		63,531
Gains, losses and other items, net	-		-		-		-		-		-		-		-		-

Gross profit, continuing operations excluding items:	107,028		110,725		120,745		111,143		449,641		112,367		120,505		130,933		363,805
% Gross margin	75.2	%	75.3	%	76.1	%	74.8	%	75.4	%	72.9	%	75.4	%	75.3	%	74.6	%

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)

	06/30/22		09/30/22		12/31/22		03/31/23		FY 2023		06/30/23		09/30/23	12/31/23	FY 2024

Income (loss) from continuing operations before income taxes	(24,903	)	(26,874	)	(24,685	)	(42,392	)	(118,854	)	7,119		14,639	21,808	43,566
Income taxes (benefit)	2,315		3,562		5,835		(6,460	)	5,252		8,705		10,163	8,429	27,297
Net earnings (loss) from continuing operations	(27,218	)	(30,436	)	(30,520	)	(35,932	)	(124,106	)	(1,586	)	4,476	13,379	16,269

Earnings from discontinued operations, net of tax	-		-		836		4,568		5,404		-		387	598	985

Net earnings (loss)	(27,218	)	(30,436	)	(29,684	)	(31,364	)	(118,702	)	(1,586	)	4,863	13,977	17,254

Earnings (loss) per share:
Basic	(0.40	)	(0.45	)	(0.46	)	(0.48	)	(1.79	)	(0.02	)	0.07	0.21	0.26
Diluted	(0.40	)	(0.45	)	(0.46	)	(0.48	)	(1.79	)	(0.02	)	0.07	0.21	0.26

Excluded items:
Purchased intangible asset amortization (cost of revenue)	4,643		4,637		4,209		3,336		16,825		3,290		1,217	1,181	5,688
Non-cash stock compensation (cost of revenue and operating expenses)	24,225		27,293		29,624		44,658		125,800		13,292		15,735	17,497	46,524
Restructuring charges (gains, losses, and other)	739		13,111		11,743		9,723		35,316		116		6,574	2,502	9,192
Transformation costs (general and administrative)	-		1,250		4,112		3,663		9,025		1,875		-	-	1,875
Total excluded items from continuing operations	29,607		46,291		49,688		61,380		186,966		18,573		23,526	21,180	63,279

Income from continuing operations before income taxes and excluding items	4,704		19,417		25,003		18,988		68,112		25,692		38,165	42,988	106,845
Income taxes expense (benefit)	1,237		4,557		6,468		(2,141	)	10,121		6,167		9,036	10,732	25,935
Non-GAAP net earnings from continuing operations	3,467		14,860		18,535		21,129		57,991		19,525		29,129	32,256	80,910

Non-GAAP earnings per share from continuing operations:
Basic	0.05		0.22		0.29		0.32		0.87		0.29		0.44	0.49	1.22
Diluted	0.05		0.22		0.28		0.32		0.86		0.29		0.43	0.47	1.19

Basic weighted average shares	68,403		67,096		64,784		65,126		66,352		66,497		66,284	65,961	66,247
Diluted weighted average shares	69,195		67,568		65,356		66,268		67,097		67,388		67,868	67,943	67,733

Some totals may not add due to rounding

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP OPERATING INCOME GUIDANCE (1)
(Unaudited)
(Dollars in thousands)

	For the quarter ending						For the year ending
	March 31, 2024						March 31, 2024

	Low			High			Low		High
GAAP income (loss) from operations		(18,000	)		(17,000	)		8,000		9,000

Excluded items:
Purchased intangible asset amortization		3,000			3,000			9,000		9,000
Non-cash stock compensation		25,000			25,000			71,000		71,000
Restructuring charges		3,000			3,000			12,000		12,000
Transformation costs		-			-			2,000		2,000
Total excluded items		31,000			31,000			94,000		94,000

Non-GAAP income from operations	$	13,000		$	14,000		$	102,000	$	103,000

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.

APPENDIX A

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

Q3 FISCAL 2024 FINANCIAL RESULTS

EXPLANATION OF NON-GAAP MEASURES AND OTHER KEY METRICS

To supplement our financial results, we use non-GAAP measures which exclude certain acquisition related expenses, non-cash stock compensation and restructuring charges. We believe these measures are helpful in understanding our past performance and our future results. Our non-GAAP financial measures and schedules are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated GAAP financial statements. Our management regularly uses these non-GAAP financial measures internally to understand, manage and evaluate our business and to make operating decisions. These measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is also based in part on the performance of our business based on these non-GAAP measures.

Our non-GAAP financial measures, including non-GAAP earnings (loss) per share, income (loss) from operations and adjusted EBITDA reflect adjustments based on the following items, as well as the related income tax effects when applicable:

Purchased intangible asset amortization: We incur amortization of purchased intangibles in connection with our acquisitions. Purchased intangibles include (i) developed technology, (ii) customer and publisher relationships, and (iii) trade names. We expect to amortize for accounting purposes the fair value of the purchased intangibles based on the pattern in which the economic benefits of the intangible assets will be consumed as revenue is generated. Although the intangible assets generate revenue for us, we exclude this item because this expense is non-cash in nature and because we believe the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding our operational performance.

Non-cash stock compensation: Non-cash stock compensation consists of charges for associate restricted stock units, performance shares and stock options in accordance with current GAAP related to stock-based compensation including expense associated with stock-based compensation related to unvested options assumed in connection with our acquisitions. As we apply stock-based compensation standards, we believe that it is useful to investors to understand the impact of the application of these standards to our operational performance. Although stock-based compensation expense is calculated in accordance with current GAAP and constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because it is not an expense that typically requires or will require cash settlement by us and because such expense is not used by us to assess the core profitability of our business operations.

Restructuring charges: During the past several years, we have initiated certain restructuring activities in order to align our costs in connection with both our operating plans and our business strategies based on then-current economic conditions. As a result, we recognized costs related to termination benefits for employees whose positions were eliminated, lease and other contract termination charges, and asset impairments. These items, as well as third party expenses associated with business acquisitions in the current year, reported as gains, losses, and other items, net, are excluded from non-GAAP results because such amounts are not used by us to assess the core profitability of our business operations.

Transformation costs: In previous years, we incurred significant expenses to separate the financial statements of our operating segments, with particular focus on segment-level balance sheets, and to evaluate portfolio priorities. Our criteria for excluding transformation expenses from our non-GAAP measures is as follows: 1) projects are discrete in nature; 2) excluded expenses consist only of third-party consulting fees that we would not incur otherwise; and 3) we do not exclude employee related expenses or other costs associated with the ongoing operations of our business. We substantially completed those projects during the third quarter of fiscal year 2018. Beginning in the fourth quarter of fiscal 2018, and through most of fiscal 2019, we incurred transaction support expenses and system separation costs related to the Company's announced evaluation of strategic options for its Marketing Solutions (AMS) business. In the first and second quarters of fiscal 2021 in response to the potential COVID-19 pandemic impact on our business and again during fiscal 2023 in response to macroeconomic conditions, we incurred significant costs associated with the assessment of strategic and operating plans, including our long-term location strategy, and assistance in implementing the restructuring activities as a result of this assessment. Our criteria for excluding these costs are the same. We believe excluding these items from our non-GAAP financial measures is useful for investors and provides meaningful supplemental information.

Our non-GAAP financial schedules are:

Non-GAAP EPS, Non-GAAP Income from Operations, and Non-GAAP expenses: Our Non-GAAP earnings per share, Non-GAAP income from operations, and Non-GAAP expenses reflect adjustments as described above, as well as the related tax effects where applicable.

Adjusted EBITDA: Adjusted EBITDA is defined as net income from continuing operations before income taxes, other expenses, depreciation and amortization, and including adjustments as described above. We use Adjusted EBITDA to measure our performance from period to period both at the consolidated level as well as within our operating segments and to compare our results to those of our competitors. We believe that the inclusion of Adjusted EBITDA provides useful supplementary information to and facilitates analysis by investors in evaluating the Company's performance and trends. The presentation of Adjusted EBITDA is not meant to be considered in isolation or as an alternative to net earnings as an indicator of our performance.

Free Cash Flow to Equity: To supplement our statement of cash flows, we use a non-GAAP measure of cash flow to analyze cash flows generated from operations. Free cash flow to equity is defined as operating cash flow less cash used by investing activities (excluding the impact of cash paid in acquisitions), less required payments of debt, and excluding the impact of discontinued operations. Management believes that this measure of cash flow is meaningful since it represents the amount of money available from continuing operations for the Company's discretionary spending after funding all required obligations including scheduled debt payments. The presentation of non-GAAP free cash flow to equity is not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.

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LiveRamp Announces Third Quarter Results